Nominating & Governance
The Nominating and
Governance Committee of the Board of Directors of Schlumberger shall
consist of at least three Directors. The members of the Committee
and its Chair shall be appointed by the Board and may be removed by
the Board at its discretion. All members of the Committee shall, in
the Board's judgment, meet the applicable independence requirements
of the New York Stock Exchange.
The purpose of the Nominating and
Governance Committee is to assist the Board in identifying
individuals qualified to become Directors under the criteria
approved by the Board, nominate Directors to serve on and to chair
the Board Committees, periodically review director compensation and
benefits, review corporate governance trends, and recommend to the
Board any improvements to the Company's corporate governance
guidelines as it deems appropriate.
Committee Authority and Responsibilities
authority and responsibilities of the Nominating and Governance
Support, Delegation and Evaluation
- To lead the search for individuals qualified to become members
of the Board. In obtaining the names of possible new nominees, the
Committee may make its own inquiries and may solicit suggestions
from other Directors, management, stockholders and other sources.
The Committee will establish and maintain procedures for the
submission of unsolicited recommendations for nominees, including
appropriate deadlines and the type of information that must be
provided with recommendations. All potential nominees must first
be considered by the Committee before being contacted as possible
nominees and before having their names formally considered by the
- To evaluate the suitability of potential nominees for
membership on the Board, taking into consideration the Board's
current composition, including expertise; gender, cultural and
geographical diversity; and balance of inside, outside and
independent directors and considering the general qualifications
of the potential nominees, including:
- Integrity and honesty,
- The ability to exercise sound, mature and independent
business judgment in the best interests of the stockholders as a
- Recognized leadership in business or professional activity,
- A background and experience which will complement the
talents of the other Board members,
- Willingness and capability to take the time to actively
participate in Board and Committee meetings and related
- Ability to work professionally and effectively with other
Board members and Schlumberger management,
- Availability to remain on the Board long enough to make an
- Absence of material relationships with competitors or other
third parties that could present realistic possibilities of
conflict of interest or legal issues.
and see that
all necessary and appropriate inquiries are made into the
backgrounds of such candidates.
- To periodically review the qualifications and criteria taken
into consideration in the evaluation of potential nominees for
membership on the Board.
- To recommend to the Board the number and names of proposed
nominees for election as Director at the Annual Meeting of
Stockholders and, in the case of a vacancy on the Board, the name
of an individual to fill the vacancy.
- To consider the resignation of a director who has changed his
or her principal occupation and inform the Board as to whether or
not the Committee recommends that the Board accept the
- To review the direct and indirect relationships of members of
the Board with the Company or its management and assist the Board
with its determination of the independence of its members.
- To monitor trends and best practices in corporate governance,
periodically review the corporate governance guidelines and
recommend changes as it deems appropriate in those guidelines, in
the corporate governance provisions of the Company's By-Laws, and
in the policies and practices of the Board.
- To monitor trends and best practices in Director compensation,
benefits and stock ownership guidelines and recommend changes to
the Board as it deems appropriate in accordance with the Corporate
- To annually review and make recommendations to the Board
regarding its process for evaluating the effectiveness of the
Board and its Committees. The Committee shall oversee the annual
assessment of Board effectiveness and report to the Board.
- To periodically review and make recommendations to the Board
regarding new Director orientation and Director continuing
- To annually recommend to the Board following the annual
meeting of stockholders, Committee membership and chairs and
review periodically with the Board Committee rotation practices.
The Committee also has the authority and responsibility to
recommend to the Board, as needed, the formation of ad hoc
committees of the board to deal with specific issues, as well as
the membership and chairs of ad hoc committees, and for the
assignment of specific tasks that fall outside the scope of the
Committees to individual members of the Board.
- To approve the membership of any executive director or officer
on a non-SLB listed company board, and to be timely informed by
non-executive directors of any new listed company board to which
they have been nominated for election as director and of any
change in their existing status as director on any other listed
The Nominating and
Governance Committee shall meet at least two times a year, or more
often as circumstances require, keep minutes of its proceedings and
report regularly to the Board.
The Nominating and Governance
Committee may invite to its meetings any director, officer of the
Company or such other person as it deems appropriate to assist it in
performing its responsibilities, and has the authority to retain
independent search or other consultants to assist it in identifying
potential Director nominees, and to terminate any such search, in
its sole discretion, and to approve related fees and other retention
The Nominating and Governance Committee may
delegate specific responsibilities to one or more individual
Committee members to the extent permitted by law, regulation, NYSE
Listing Standards and the Articles of Incorporation of the
The Nominating and Governance Committee shall
conduct and present to the Board an annual performance evaluation of
the Committee. The Committee shall review annually the adequacy of
this charter and recommend any changes that it deems appropriate to
the Board for approval.